The Court of Appeal has dismissed John Gibbons’s appeal against an order requiring ADT Investments Limited to complete the purchase of the third lot of land under a €4 million Donegal sale contract. The order applies to the company alone, not Daniel Doherty personally.
Ms Justice Baker, giving judgment on 30 October 2019, said the contract allowed a purchaser who signed “in trust” to identify a principal or beneficiary later. Under General Condition 30, the trustee remained personally liable until that identification was made. The court concluded that Doherty identified ADT Investments Limited as purchaser before the first lot closed, so he was no longer personally liable to complete the contract.
The written contract, signed on 21 December 2006, covered three lots and named Doherty as purchaser “in trust”. The first two lots closed to ADT Investments Limited in 2007 and 2008. The company had not been incorporated when the contract was signed; it was incorporated on 23 February 2007. The third lot, priced at €1 million, was due to close by 29 March 2009 but did not.
In November 2008, the purchaser’s solicitors said the company could not obtain finance to complete the third lot and invited Gibbons to release it from the remaining agreement. Gibbons instead served a completion notice in April 2009. The notice named “Daniel Doherty in trust for ADT Investments Limited” and the company as purchaser.
The High Court ordered specific performance against the company alone. Gibbons appealed, arguing that Doherty could not have acted for a company that did not exist when he signed and should remain personally liable. The respondents argued that the company had been accepted as purchaser and that the contract was indivisible.
The Court of Appeal held that General Condition 30 permitted later nomination, including of a company not yet in existence when the contract was signed. It also agreed that the three lots formed one contract, with the price apportioned and completion scheduled in stages. The judgment said a vendor could instead require the principal to be identified at signing or vary the condition by special terms.
The court did not decide the respondents’ separate estoppel argument, noting there was no trial finding that would allow it to be considered on appeal. It upheld the High Court’s order, and the appeal failed.